


Running Interference

by WestOrEast



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Bondage, Boobjob, F/M, Vaginal Sex, blowjob, distraction sex
Language: English
Status: Completed
Published: 2019-04-21
Updated: 2019-09-26
Packaged: 2020-01-23 02:19:26
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 20,024
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18540307
Author URL: https://archiveofourown.org/users/WestOrEast/pseuds/WestOrEast
Summary: There's a boy that likes Madoka. That is obviously completely and utterly unacceptable. Therefore, it is obvious what Homura needs to do. Have sex with him so that he forgets all about Madoka. It's a logical, rational plan, thought up by someone who is certainly getting enough sleep.





	1. Chapter 1

**Running Interference**

  
_Madoka Kaname,  
  
We’ve been classmates for a long time. But it’s only been recently that I’ve really noticed you. Your smile, your laughter, your face. I think you’re the most wonderful girl in the world. If you’re interested, please come and meet me at Ikari Park after school today. I’ll be at the gazebo.  
  
Love,_  
  
Homura stopped rereading the letter at that point. A small frown appeared on her face as she stared out the window. It was a good thing she went through Madoka’s mail before the other girl could get to it. Who could know what would have happened if Madoka had found this love letter? She might even have gone to see him, and that just couldn’t be allowed.  
  
Who knew what kind of horrible, depraved things the boy would do to Homura’s poor, sweet, innocent Madoka? Rip off her blouse, make her suck his cock, maybe even have _sex_ with her. There were dozens of terrible things that could happen to Madoka if she went to see this boy.  
  
No, Homura was going to have to deal with this boy. But how? It probably wouldn’t be a good idea just to shoot him. Or even break his limbs so he spent the next few months in the hospital. No, a different approach would be needed.  
  
In fact, Homura realized, it would be best if she could make certain that the boy never thought of her dearest Madoka again. And as she thought that, she realized how she could make certain that happened. Nodding, Homura stood up, tearing the love letter into small pieces and tossing them into the garbage can.

  
*******

  
The sun was starting to set as Homura walked towards the gazebo. From this direction, both the gazebo and the boy standing inside it were black silhouettes against the yellow sky. Homura’s feet padded along the path, her school shoes making slight sounds on the gravel.  
  
“Kaname-san?” The boy asked, turning around to look at Homura as he heard her.  
  
“No,” Homura said flatly, walking up the stairs to join him.  
  
She looked him over. Thoroughly unexceptional in every way. Still in his school uniform, just like Homura was. Average height, average weight, average face, he didn’t even have an unusual hair color or glasses. He was obviously completely and utterly unsuitable for Madoka.  
  
“Oh,” the boy said, deflating a bit. “It’s, uh, Akemi-san, isn’t it? I’m-“  
  
“I know who you are,” Homura said. Then she smiled, her lips twitching upward as she tilted her head to the side. “I know a lot about you.”  
  
“Uh huh,” the boy said, glancing back at the empty path Homura had come along. “It’s nice to meet you outside of school, Akemi-san, but I’m waiting for-.”  
  
“Kaname-san,” Homura said, nodding her head. “While you’ve been watching her, I’ve been watching you.” She took a step forward, getting closer to the boy. “I’ve been watching you quite a bit.”  
  
That was a lie, of course. All of Homura’s research had been done in the past hour, after using her teacher’s credentials to access the student database the school had. She had learned about his grades, his address, and several other details. All of which added up to show that he was hopelessly unworthy of Madoka. As was everyone.  
  
“…You have been?” The boy asked, sounding confused. “I, uh, I had no idea.”  
  
“Yes, I have been,” Homura said, taking another step towards the boy. He was in easy reach now. “I don’t want you to think about Kaname-san. I want you to only think about me.”  
  
There was a look of confusion and surprise on the boy’s face. That quickly passed, though, replaced with nothing but jaw-dropping surprise as Homura reached down and grabbed her blouse. His jaw dropped and his eyes got very, very wide as Homura stripped out of her cream top, leaving her wearing only a lacey black bra. It sat tightly on Homura’s small chest, hiding almost all of her breasts. Such as they were.  
  
“A-A-A-A,” the boy said, his mouth opening and shutting as he tried to say something.  
  
Homura wasn’t sure what he was trying to say, and she didn’t much care. The important thing was that he focused on her, and not on Madoka. And it looked like it was working, since he wasn’t even blinking as he stared down at her chest.  
  
“I don’t want to lose you to Kaname-san,” Homura said, taking another step forward. By now, they were separated by only a few centimeters. “I want you to only look at me.”  
  
The boy’s head jerked up and down as he stared. Drool was starting to leak out of the corner of his mouth as he stared. Homura noted that his hands were twitching, as if he wanted to do more than just look. That might even be acceptable, if he didn’t think of Madoka while doing it.  
  
Homura waited for half a minute or so for him to say something. Anything. Instead, all he did was stare at her chest like a stunned ox, and not a single sound escaping his lips. Homura sighed. Obviously she was going to need to do more.  
  
Homura took another step forward, pushing the boy down onto the bench behind him. He grunted, and seemed to snap out of it. He looked up at her, blinking rapidly.  
  
“Pale…” he whispered softly. “Huh, Akemi-saaaaNNN!”  
  
Homura sat down on his lap, straddling his thighs. She glanced down and saw that his pants were bulging around his crotch. How utterly typical.  
  
“I’m going to make you forget all about her,” Homura said, one of the first true things she had said in the entire conversation. At least, she hoped it was true. “You’re only going to want me, understand?”  
  
The boy nodded, his eyes as wide as saucers. Homura wondered if she was coming on too strong. Well, if she scared him so badly he never looked at another woman again, that was alright as well, she supposed. Just so long as he didn’t defile Madoka with his filthy, animalistic lusts.  
  
“A-Akemi-san,” the boy whispered. “Are, are you sure about this?”  
  
Of course Homura wasn’t sure. But she had to do _something_ to stop this boy from pestering Madoka, and if Madoka ever found out, this was going to make her far less disappointed in Homura than she would be if Homura burned his house down. All teenage boys were more or less the same, so this was certain to work.  
  
“Of course I am,” Homura whispered, leaning in close against the boy. “Think only of me. Only talk to me. Only _touch_ me.”  
  
Homura waited, but the boy seemed unbelievably dense. Snorting in frustration, she grabbed his hands and placed them on her hips. He squeaked, feeling Homura’s bare, warm skin against him. But he didn’t let go, which was the important bit.  
  
“That’s right,” she whispered, looking the boy right in the face. “You just keep on doing that. And everything will be just fine.”  
  
Homura was trying to decide what exactly she should be doing. She knew how to pleasure a boy, of course. And, of course, all of her experience came from that one time when Homura had started a new cycle, only to discover that Madoka had been a boy in that loop. Along with Mami, Kyouko and Sayaka. They had all been _quite_ interested in a girl joining their team.  
  
That had been a few loops, but Homura thought she still remembered how to give a blowjob. Maybe that would be enough to convince this pervert to leave Madoka alone, and stop pestering her so constantly. And if it wasn’t, Homura still had a few more ideas on what to do.  
  
But she probably shouldn’t go straight to sucking him off. It was probably already weird that she had removed her shirt just after, ah, _confessing_ her love to him. Homura made herself think. At least she wasn’t getting distracted, since the boy was still making bubbling sounds while looking down at her chest, before yanking his gaze up to her face.  
  
So, he wanted Madoka. There were an infinite number of reasons why he would be interested in her, obviously. And while Homura wasn’t going to dye or cut her hair, maybe she should act like Madoka did. It might be a change from how she had been acting previously, but she doubted the boy was in any state of mind to notice it.  
  
“Do you like me?” Homura asked, raising her voice to a higher-pitch, as close to Madoka’s voice as she could get while sounding natural.  
  
“Yeah…” the boy said, still staring down at Homura’s chest. It wasn’t even as if he could see anything, with the bra she was wearing.  
  
“Really?” Homura said, screwing up the excitement in her voice to an even higher level. “Oh, you’re making me so _happy_ ,” she continued, wrapping her arms around him in a hug. “You’re so sweet!”  
  
Homura had been forced to inch a bit closer to the boy in order to hug him. And that meant she could feel just how _happy_ he was. His penis was pressed against Homura’s thigh, just above where her skirt would have covered her.  
  
Homura drew back to study the boy’s face, making sure she kept on smiling as she did so. The boy was _very_ red. She could see sweat dribbling down his forehead as he stared at her. She actually wasn’t entirely certain if he was seeing her or not.  
  
“You’ve made me feel happy,” Homura said, continuing to beam, “so I’m going to make you feel happy, too, okay?” She reached down and rested the palm of her hand against his dick.  
  
“Ummgr,” the boy said. Homura could feel his dick twitch, even through his underwear and pants.  
  
“And then, maybe we can both make each other feel happy,” Homura said, sliding off the boy’s lap and kneeling on the ground.  
  
Homura glanced around, making certain that they were still alone. Good, no one around. She looked back up at the boy as she grabbed the zipper to his uniform slacks.  
  
“A-Akemi-sannN?” The boy squeaked as Homura tugged his cock out into the open.  
  
“Shh,” Homura said. “Let me do this for you.”  
  
Homura examined the boy’s shaft as she wrapped her hand around it. It wasn’t very big. In fact, it was as solidly unexceptionally average as the rest of the boy was. It was still _quite_ hard in her grip, though.  
  
Homura leaned her head forward, and stuck her tongue out. She swirled it around the top of the boy’s shaft. The boy made a moaning sound, and Homura could see him clenching his hands together.  
  
Homura kept on licking the shaft. She went up and down the rod, her tongue pressing against every square centimeter of it. And she kept on stroking the boy, her fingers sliding up and down wherever her tongue wasn’t.  
  
“Akemi-san,” the boy moaned. “This feels _great_. But, but you don’t have to do this. Not if you don’t want to.”  
  
“I do,” Homura said calmly, before returning to giving the boy a few licks. “It’s just what’s right,” she added, moving her head back before pushing it forward again.  
  
The boy was as hard as he could be, Homura decided. There was no way he was going to get more aroused. So she supposed that meant she should take him in her mouth. Homura swallowed, scolding herself for getting so nervous.  
  
Homura opened wide, and wrapped her lips around the boy’s shaft. There was room to spare, and she carefully closed her mouth until her lips were pressing against the boy’s shaft. And then Homura started so sink down the boy’s rod.  
  
It turned out that sucking cock was like riding a bicycle. Homura remembered just what to do to make a boy feel good. Even if she wasn’t going to do _everything_ she had learned to this boy. Just a simple blowjob should be more than sufficient.  
  
And it was. Homura hadn’t been bobbing up and down the boy’s dick for more than a minute when his entire body tightened up. She heard him making a funny sound in the back of his throat as he looked down at her.  
  
“Akemi-san!” The boy moaned, his hand resting on Homura’s forehead, weakly trying to push her back. “I’m going to cum!”  
  
Homura slid off his cock. She wrapped her hand around it and started stroking it, making sure to aim it past her, at the gazebo floor. There was no way she was going to wear this boy’s semen on her face, or swallow it.  
  
The boy moaned, his head snapping back. Homura could feel his dick twitching in her hand. And then he started to cum.  
  
It was a pretty impressive amount of semen, Homura had to admit. There were several distinct shots of it, landing on the floorboards. He made some extremely unusual sounds as he came, his dick pulsing and twitching in Homura’s hand.  
  
And then he was done. He slumped down on the bench, staring at Homura with wide eyes. Homura hoped that she had done a good job, and taken his mind entirely off Madoka.  
  
“That was _amazing_ , Akemi-san,” the boy said, sounding like half a dozen birthdays were happening at once. “I, I had no idea you liked me so much.”  
  
Homura smiled at him and rose to her feet. She noticed how his eyes went to her legs as she twitched her skirt back into position. And she noticed how his dick was staying hard.  
  
“Of course I do,” Homura said, sliding back into his lap, sitting at a right angle to him. “Who wouldn’t, with everything that’s so special about you?” Homura hoped he didn’t ask her to say what those wonderful things were.  
  
“I, I should do the same to you,” the boy said, his Adam’s apple bobbing up and down in his neck. “If you’re okay with that?”  
  
Homura stopped to consider that. It had been a _long_ while since she had last masturbated. She just hadn’t had the time. In fact, now that she thought about it, it must have been before this loop had even actually started.  
  
Homura hadn’t really paid attention to her body’s needs in that regard. She had too much to do, with too little sleep and too little food, to really think about masturbating. And even if she was feeling horny, she didn’t really expect that this boy knew _anything_ that would help her feel good.  
  
So that meant Homura would just need to take charge, making certain that both of them ended up enjoying it. She thought she could manage that.  
  
“You don’t have to do that,” Homura said, moving one thigh so it was pressing against his dick again. “We can both make each other feel good.”  
  
For once, the boy was quick on the uptake. It only took a second for his eyes to get _very_ wide as he stared at Homura. He looked truly shocked. But his dick also stayed quite hard. In fact, Homura even thought she felt it pulse against her leg.  
  
“You, you, you would?” The boy whispered, sounding like he was going to faint. “Just like that? So soon?”  
  
“Of course I would,” Homura said, wrapping her arms around the boy’s neck. “You’re worth it.”  
  
Homura twisted herself around so that she was more properly facing the boy. He swallowed heavily as he looked at her. Homura decided to give him some more to look at. She reached behind her back and unhooked her bra. She let it drop to the floor.  
  
The boy started making whimpering sounds as he stared at Homura’s breasts. They weren’t very big breasts. There was only a hint of softness to them, barely any fat at all. But he stared at them with a _very_ hungry, _very_ shocked expression. It almost was enough to make Homura feel happy about herself, given how intensely he stared.  
  
“C-C-C-Can I touch them?” The boy asked, his hands twitching at his sides.  
  
“Of course,” Homura said, trying to work out what she was going to do next.  
  
She was going to have sex with the boy, obviously. She was certain she would be taking his virginity. And, technically, he’d be taking hers, at least for this loop and this body. But she didn’t want to get completely naked for it. Madoka was the only one who should get to see her naked body. But if she wanted to keep her clothes on, then she’d somehow need to provide access through her pantyhose and her panties to let the boy go inside her.  
  
Oh, to hell with it, she decided. She’d just rip a hole on her pantyhose. She had several spare sets, and she could always repair it with magic anyways.  
  
As the boy reached up to her breasts, Homura reached down to her waist. The boy was entranced enough in getting to see real, bare breasts for the first time that he didn’t even look down to see what Homura was doing. Homura shivered, feeling the boy’s hands on her chest. He was surprisingly gentle and caution as he touched her.  
  
Homura closed her eyes and softly shivered as he touched her, running a finger in circles around one of her nipples. Her hands were busy underneath her skirt, seeing just how far down she could tug her pantyhose with her legs so widely spread. As she worked, her hand brushed his dick, making him shiver in turn.  
  
Finally, Homura was as ready as she was going to be. She had prepared access to her pussy, even though the boy would be rubbing against her pantyhose as he fucked her. Homura was even wet, just enough that it wouldn’t hurt going in. Most of her arousal was from thinking about Madoka. But not all.  
  
Homura was shocked to realize that part of the reason she was feeling a tingling in her body was from how the boy was touching her. His fingers were soft and gentle as he touched her, running his fingers along her breasts and softly stroking her stiff nipples.  
  
“Are you ready?” Homura asked, looking him in the eyes.  
  
“I, um,” the boy glanced down and swallowed heavily.  
  
Homura looked down as well. One part of him was _very_ obviously ready to go. That was enough for Homura.  
  
Homura reached down and grabbed his shaft. He was still slick with her saliva. She lifted herself up a bit and rubbed her lower lips against his shaft. It felt kind of good, in fact, sending a small amount of tingles through her body as she slid back and forth against him.  
  
“Akemi-san,” the boy moaned. “Oh, oh _wow_. It feels so _good_.”  
  
And Homura hadn’t even let him slide inside yet. She wondered what he was going to do when that actually happened. And, for that matter, what she would feel as well.  
  
Homura rocked back and forth, rubbing the boy’s shaft against her folds. As she did so, the boy finally did something on his own violation. And it wasn’t even something that would have earned him a slap, either.  
  
The boy reached out and ran his fingers along Homura’s hair. Some of her long, black locks had bounced forward, landing in front of her shoulders. And now he was touching them, running his fingers through them, her strands sliding along his fingers.  
  
“Wow, you have such nice hair, Akemi-san,” the boy said, sounding a bit strained and desperate. “It really looks good on you.” His fingers ran all the way up to her head, and Homura could feel his fingers brushing against her scalp. “And it’s so soft and silky.”  
  
“I spend a lot of time on it,” Homura admitted. Or at least she spent a noticeable amount of magic on it, doing the work of hours in just a few minutes. After all, if she was already healing up her heart and eyes, why not her hair as well? She remembered to smile. “I’m glad you like it.”  
  
“It’s wonderful,” the boy said. “ _You’re_ wonderful.”  
  
Homura paused for a second as she rubbed her labia against the boy’s shaft. She could feel a blush starting to spread across her face from the boy’s words. She looked down, avoiding his gaze, and decided that she was aroused enough for insertion.  
  
“Here we go,” Homura said quietly, placing the tip of the boy’s cock into her entrance. “I hope you like this.”  
  
With that, Homura started to sink down, slowly breathing in and out and looking at where they were meeting. It was better than looking up at that boy’s face as she used her body to calm his brutish, animalistic urges.  
  
It didn’t actually hurt. Homura had gotten aroused enough, rubbing the boy’s cock against her pussy that she stretched around the boy’s shaft as she sank down onto his lap. She still went slowly, remembering that this body really was a virgin’s. At least she didn’t have a hymen to worry about.  
  
“Oh my _god_ , Akemi-san,” the boy muttered, his words sounding like they were being forced out from a lump in his throat. “Oh my _god_. It feels so _good_.” Homura glanced up at him to see a wide, rather silly smile on his face as he looked at her.  
  
“You’re so amazing, Akemi-san,” the boy said, still smiling. “You’re, you’re,” his hands glided down the sides of Homura’s body, fingers tracing out Homura’s pronounced ribs, “kind of skinny, but you look so _wonderful_.” He smiled, as Homura kept on sinking downwards along his cock. “I can’t believe you’ve been interested in me for so long and I never even noticed.” He laughed, a rather high-pitched sound. “I better do a better job of looking around, huh?”  
  
Just so long as he didn’t look at Madoka. That, of course, was the single thing that Homura couldn’t abide. She had to get him to not force his undoubtedly perverted designs onto Madoka. And the best way to make certain that happened was by directing his lustful intentions onto someone much more capable of handling them.  
  
“I’m glad you like this,” Homura murmured, glancing off to the side, feeling her cheeks darken. “It really makes me happy that you’re accepting me like this.”  
  
The boy opened his mouth to say something more. All that came out, though, was a moan, as Homura squeezed down around his shaft. He was as far inside as he could get now, with roughly eight centimeters of his shaft inside Homura’s virginal pussy. There wasn’t any pain, though. In fact, there was _pleasure_.  
  
Not a ton of it, of course. He wasn’t Madoka, after all. It wouldn’t be enough to make Homura cum. But it did feel nice, a gentle glow spreading throughout Homura’s lower body. Homura closed her eyes and slowly breathed in and out, adjusting to the dick inside of her, spreading her out.  
  
She opened her eyes, and, by accident, looked straight into the boy’s eyes. He had a look of mingled shock and happiness on his face as he stared back at her. He really did look very happy, as Homura wrapped her pussy around his cock.  
  
“Akemi-san,” the boy whispered. “You’re so _tight_. And you’re so hot. It feels really, really good. Thank you so _much_ for doing this.”  
  
“I feel the same way about you,” Homura said, feeling a tingle race up her spine. She kept her breathing even from long practice. “I’m so glad we get to share this special moment with each other.”  
  
The boy smiled, before laying his hands on Homura’s hips. Only two of his fingers touched bare skin, since Homura was still wearing her school skirt. His grip was very light, as if he thought Homura was too delicate to grasp tightly.  
  
Homura slowly started raising herself up, moving off of the boy’s shaft. He made a wordless sound as she did so, his dick twitching inside of her. She wondered how long he was going to last. And, she realized now, she really should have put a condom on his shaft before they started. Where Homura would have _gotten_ a condom, she had no idea. But it still would have been a good idea.  
  
Oh well, too late for that now. She’d just have to make sure that the boy didn’t cum inside of her. And it wasn’t as if Homura could get pregnant anyways.  
  
Part of Homura was surprised that the boy hadn’t cum already. He did _not_ seem like the type to have a great deal of stamina, especially when his virginity was being taken. But she couldn’t see any signs of an imminent orgasm.  
  
Homura was feeling… good. Not great, not anywhere close to an orgasm. But she didn’t feel bad, either. It was nice, feeling the boy’s shaft slide in and out of her folds. Homura let her hands rest on the boy’s shoulders, squeezing down through his shirt as she pushed herself up and let herself fall back down.  
  
Homura could feel arousal trickling out of her as she rode the boy. She was sure that she could be a lot more aroused if she thought of Madoka. But it was unfair to Madoka’s perfect memory if she thought of her while fucking this boy. No, Homura was going to do her best to keep herself aroused solely through the actions of her and the boy.  
  
“Akemi-san, you look so pretty,” the boy said, his hands gliding over her sides. It was just small, up and down strokes, never digging into her skirt or going up to her breasts. It still felt a bit nice to feel his hands on her torso. “Your hair, and your face and your legs and your, your…” he nodded down at where he and Homura were connected, the blush on his face deepening. “You’re so perfect.”  
  
Homura felt weirdly flattered. She knew she shouldn’t care too much about what this boy thought of her. After all, the only reason they were even involved was because of his unnatural attraction to Madoka. But it was still enjoyable. Not so much for her as it was for him, but it was still nice.  
  
“You look nice too,” Homura said. “I’ve often noticed you in class and at the gym.” And, since she had examined his records, she was even prepared to list off what topics he was good in. “You’re really special to me.”  
  
The boy got a ridiculously happy expression on his face from that. His hands tightened on Homura’s hips, and for a second, she thought he was going to hug her while she was still sliding up and down on his cock. And, indeed, his dick did twitch inside of her, slightly scraping against her inner walls.  
  
Finally, the boy was about to cum. His hands squeezed down on Homura’s hips, his fingers digging into her skirt. His eyes were wide, dancing in their sockets as he looked up at Homura.  
  
“Akemi-san!” He squeaked, sounding like a mouse. “I’m going to cum!”  
  
“Good,” Homura said. After a second’s hesitation, she reached up and patted his cheek. “That’s good of you.”  
  
Homura lifted herself off of the boy’s shaft. Just in time, too. She could already feel him pulsing and twitching as his dick slid out of her stretched folds. Homura sat down on his lap, feeling a few dribbles of arousal running out of her lower lips. She reached down and wrapped her hand around his shaft, her long fingers completely encircling it.  
  
Almost before her grip had a chance to tighten, the boy was cumming. He moaned, throwing his head back. He almost looked kind of cute, like that.  
  
Less cute was the amount of semen he was pumping onto Homura’s bare stomach. She looked down at it, seeing all the splatters of white cum landing on her skin. There really was a lot of it. Even more than the amount he had produced while getting a blowjob.  
  
Homura could feel the heat of the cum sinking into her skin. Almost all of her lower stomach was splattered with the stuff, the semen spreading all over her. It was pretty thick and sticky, and Homura looked around for something to wipe it off with. There was _no_ way she was going to just pull her blouse back on and walk home like this, with the cum seeping through her clothes and letting everyone she met think, at _best_ that she had spilled a drink.  
  
“Oh wow,” the boy said, looking at Homura as she cleaned herself up. “Oh wow. Oh _wow_. Akemi-san,” Homura squeaked in surprise as he wrapped her up in a hug. “That was _amazing_ , Akemi-san. It was the best thing anyone’s ever done for me. Thank you so, so much.” He paused. “Uh, did you, um, you know,” he waved a hand at Homura’s crotch, “too?”  
  
“Of course I did,” Homura said, the lie easily flowing. “Your cock was more than big enough to make me cum.” She ran a hand along the side of his face, her fingers tracing the line of his jaw. “You made me feel just as good as I made you feel.”  
  
The boy grinned in relief. He slumped back against the gazebo wall, his arms still holding Homura in a loose hug.  
  
“I’m glad you liked it as much as I did,” the boy said. “I really… _wow_.”  
  
Homura nodded as she tossed the tissue away. It was good that he had enjoyed it. Especially if it meant he would transfer his attentions away from the pure, innocent Madoka and onto Homura. Homura knew how to deal with something like this.  
  
“That was amazing, Akemi-san,” the boy breathed, looking at Homura. His skin was still flushed and he was breathing rapidly. “Thank you. I didn’t even know you liked me.” He smiled. “Do you, uh, want to go see a movie tomorrow or something?”  
“Unfortunately, I’m going to be busy all weekend,” Homura said. “I won’t have any time to spend with you. “But we can meet before school starts on Monday.”  
  
That was actually true. Homura was going to be _very_ busy these next few days. Hunting Witches and keeping Kyuubey away from Madoka were going to take all her time. But she should finish early Monday, around two or three in the morning. And after that-  
  
Homura realized she wasn’t quite as opposed to seeing this boy again as she probably should be.

*******

Homura quickly walked down the park path to the gazebo. They didn’t have long before class would start, and Homura didn’t intend to miss it just because the boy wanted to talk to her. She wondered what he wanted, and why they couldn’t have just met in front of the school building like she had originally planned.  
  
Homura climbed the short flight of steps towards the gazebo. The boy was there. He was right in the center of the floor, kneeling on the ground and bowing to her. His face was pressed against the floor.  
  
“What are you doing?” Homura asked. If he was about to pull out a wedding ring, then they were both about to have some major problems. Him more so than her.  
  
“Akemi-san!” The boy gasped, looking up before bowing in front of her again. “I’m sorry to bring you out here just before school starts! But, I’ve, I’ve got to tell you something.”  
  
Homura paused, before nodding acknowledgment. She had no idea what he was talking about.  
  
“I’ve mmen minking-“ the boy started.  
  
“Look up, would you?” Homura asked. “I can’t understand you with your face against the floor like that.”  
  
“I’ve been thinking over the weekend,” the boy said again, looking up at her. “About us.” He was fidgeting and looked very nervous. Homura’s eyes narrowed as she looked down at him. “I’m, I’m sorry, Akemi-san. But I can’t be your boyfriend!” He shouted, the words tumbling out of his mouth so quickly that they almost ran together.  
  
“…Why not?” Homura asked. She wasn’t upset, of course. Of _course_. But she was worried What did this _mean_?  
  
“Even though you were so good to me,” the boy said, his eyes starting to water, “I just can’t stop thinking about Kaname-san. I really do love her, and I can’t do that to you, dating you while thinking about her.”  
  
Homura kept her face impassive. Inside, she was swearing up a storm, using every Japanese obscenity and blasphemy she knew, along with several Italian words from Mami and English phrases she had heard Kyouko using. What was she going to do _now_?  
  
“I’m never going to forget about what you and I did together,” the boy kept on saying, tripping over his words. “It was wonderful.” His cheeks were red. “But it showed me that as wonderful as you are, Kaname-san is still…” he groped for words. Not that _he_ could ever come up with the proper descriptions of how wonderful and sweet and beautiful Madoka really was. Nobody but Homura ever could. “She’s _perfect_ , Akemi-san.” Finally something the two of them agreed on.  
  
“My heart belongs to Kaname-san,” the boy said. “I’m sorry, Akemi-san, I know how much this much hurt you.” Oh, he had no _idea_ what this was doing to Homura. “But I just can’t be with you. I’m _sorry_.”  
  
“I see,” Homura said, keeping her face blank as she stared down at the boy. What on earth was she going to do now? “Are you going to write another letter to Kaname-san?”  
  
“How did you know about that?” The boy asked, a look of puzzlement crossing his face. “And _no_. I’m going to be a man and ask her myself. The… _experience_ ,” he blushed hard, “we shared only made me realize how much I love Kaname-san. I _have_ to confess to her.”  
  
Homura’s face remained blank. Inside, she was screaming, trying to figure out just what she was supposed to be doing here. How had her plan not have worked? How had her sexual wiles not managed to make him forget all about Madoka?  
  
“I know you must be hurt by this,” the boy said, looking up at her again. “And I know you probably don’t want to ever see me again. But if you still want to be friends, I’d like that.” He smiled weakly, his lips twitching upward for a second before falling back down into a worried expression. “What we did together was really special, and I won’t forget it.”  
  
Homura needed a new plan. A _better_ plan, one that wouldn’t fail so badly like it had last time. Obviously, she couldn’t let him molest the pure, perfect Madoka, especially not if he thought that he could do the same things he had done with her to Madoka. And Madoka was much too sweet to say no, too. Homura _had_ to protect her.  
  
“Of course,” Homura said, her mind a million miles away as she tried to think of a new plan. “I don’t blame you,” she said mechanically, staring off into the distance, trying to figure out what her next course of action should be. “Although we had better return to the school before the bell rings.”  
  
“Gah!” The boy said, checking his watch. “You’re right, Akemi-san!”  
  
The boy leapt up and ran past Homura, moving as fast as he could. Homura remained where she was, staring out over the park. Her mind was whirling, as she tried to come to terms with what had just happened. And what she would do next.  
  
This wasn’t over, after all. Not by a long shot. Homura would keep on protecting Madoka from perverts like that (or any other) boy. She wasn’t certain how she was going to keep Madoka safe from this boy, now that her first plan had failed. But she would come up with another idea.  
  
What else could she do?

* * *


	2. Chapter 2

**Running Interference Chapter Two**

  
Homura had a problem. Several problems, actually, though they could be traced back to the same person. The boy who thought he was good enough to date Madoka.  
  
And who _still_ wanted to date Madoka, even now. Even after Homura had tried to use her body to distract him. The first part of that was more worrying than the second.  
  
A couple of times every week, he would try to confess to Madoka. He hadn’t managed yet, of course. Homura saw to that. Whether it was going through Madoka’s locker to remove love letters, or stopping time and spraying him in the face with pepper spray when he tried to confess in person, Homura had stopped him from working his twisted wiles on Madoka.  
  
But it couldn’t last forever. Sooner or later, Homura was going to make a mistake, and the boy would confess to Madoka. And that would be _horrible_. Madoka was so sweet and kind and pure and cute (Homura wiped away a line of drool) that she would probably accept. And then- Homura shivered at the thought of the twisted things the boy would force Madoka into doing.  
  
Ensuring that never happened was why Homura spent so much time with the boy now. It was hard to watch him _and_ watch over Madoka, but Homura was managing it, along with hunting Witches and taking the small amount of time needed to do her homework. Sleep and food weren’t actually needed, after all.  
  
Especially when it meant that Homura had more free time to keep a close eye on the boy who thought he was worthy of Madoka. Whether that meant walking him home after school, or texting each other (and checking the location app Homura had installed on his phone) or talking during lunch, Homura spent a lot of time with him. More than she did with anyone but Madoka, actually.  
  
But it couldn’t last forever. And Homura had an idea about how to end the relationship the two of them had in just the right manner. It was obvious, really, and Homura wasn’t sure why it hadn’t come to her before three o’clock in the morning on her second day without sleep.  
  
All boys were lustful, deviant perverts. And while Homura’s body hadn’t been enough to keep the boy away from Madoka, there were other beautiful women she knew. And one of them was a very _lonely_ woman. And once Homura thought of it in those terms, everything fell into place.  
  
And that was why Homura and the boy were inside a Witch’s Labyrinth. And soon Mami would be here, while Homura would pull a disappearing act. And from there, things would surely take their natural course.  
  
The boy would press his perverted desires on Mami, and Mami wouldn’t refuse any kind of attention. And then things would be perfect forever, with the boy focused on Mami and not Madoka. And Mami would be happier with someone in her life as well.  
  
“Hey, Homura,” the boy said, looking around nervously at the pink walls surrounding the two of them, “I _really_ think we should leave here. This place can’t be safe.” He swallowed. “Where ever it is we are.”  
  
“Don’t worry,” Homura said. “I’m sure help will come.”  
  
And just a few seconds later, help did come. Homura could see a blaze of yellow light at the other end of the Labyrinth. The boy turned to look at it, and Homura stepped backwards, putting herself around a corner. Perfect.  
*******  
That hadn’t worked out at all. Homura tried not to sigh as she stared at the boy and Mami.  
  
Mami had, of course, played the glorious hero, swooping in to rescue the boy. And then she had gotten kissed by the Witch, and started stumbling around looking dazed. And so _Homura_ had been forced to swoop in and _actually_ rescue them, getting the two of them out of the Labyrinth. And, even worse, the Witch had gotten away so there wasn’t even a grief seed to get out of the utter mess.  
  
Homura glared at the wall in front of her, as the three of them stood in the disused furniture store. Behind her, she could hear Mami and the boy. Especially Mami.  
  
Homura supposed that a lustful Witch’s Kiss was better than the normal, suicidal one. But it was just one more thing she had to deal with. Or maybe not, since it sounded like Mami was dealing with things on her own.  
  
“Hey there, mister,” Mami said, in a cheery, lustful voice. “Why don’t you come over to this bed right here and help me test it out?”  
  
“H-hey, Homura,” the boy said, sounding very nervous and unsure. “What the hell’s happening?”  
  
“I’ll explain later,” Homura said, plans flashing through her head as fast as she could think of them. “For right now,” she clasped her hands together, “enjoy yourself. Help her. Go have sex with her.”  
  
“I’m not doing that!” The boy said, sounding shocked. “What’s _wrong_ with her? I’m not going to have sex with some drunk girl.”  
  
That… wasn’t Homura’s problem. She was sure the boy and Mami could work something out on their own. She started towards the entrance of the store, the heels of her magical girl outfit clacking on the tiles.  
  
“Oh, you’re no fun,” Mami said in a pouting tone she would normally _never_ use.  
  
Things got very quiet after that for a moment. Homura was just about to look behind herself and see what was going on when she was knocked to the floor. Before her wide eyes, she saw yellow ribbons wrapping around her body.  
  
Wrapping around her, and tugging her limbs around. Homura could feel her hands getting tied to the other arm’s elbow behind her back, and more ribbons snaking down her legs to pull them back until her heels were pressing against the backs of her thighs.  
  
“What in the world-?” Homura got out as she was flipped over onto her back, the ribbons dropping her on a large bed.  
  
Homura’s head whipped over to where Mami and the boy were. The boy was tied up as well, with a ribbon over his mouth. He was struggling to get free, though Homura could have told him that was pointless. If Mami wanted something to be tied up, then it would stay tied up.  
  
“He’s no fun,” Mami said, still pouting outrageously as she crawled across the bed towards Homura. “Maybe _you’ll_ be more fun.”  
  
She leaned down and kiss Homura. Her lips were soft and warm and firm as they pressed against Homura. Homura didn’t resist. Even if she could have resisted, she wouldn’t have. Mami was a good kisser, especially for someone who rarely had anyone to practice kissing with, in all the timelines Homura had been in.  
  
Mami was doing more than just kissing Homura. Her hands were gliding over Homura’s body. Right now, the touches were light and gentle. But they were already focusing on Homura’s breasts and thighs and crotch, and Homura was sure they would be firmer soon.  
  
“You should know how needy us girls can get, right, Homura?” Mami said, breaking the kiss and licking her lips. “You know what we need.”  
  
Homura looked up into Mami’s lust-fogged eyes. She could see the pink, pulsing mark of a Witch on Mami’s neck. And she could also see Mami’s large breasts, so obvious and noticeable even in her modest uniform.  
  
Mami produced another ribbon. From the way it glinted in the light, Homura could tell that it was very, very sharp. And so she wasn’t surprised when Mami started cutting away her uniform, the sharp-edged ribbon slicing away Homura’s clothes without even touching her flesh.  
  
Homura sighed. At least it was just her magical girl uniform, which was destroyed and reconjured every time she transformed. If it had been a school uniform she had to pay for, she would have been a lot more upset.  
  
“Would you look at these cute little breasts?” Mami said, giggling as she bared Homura’s chest. “So adorable.”  
  
Homura hadn’t ever thought of her breasts as adorable before. She had just thought that they were _very_ small, and that at least it made bra shopping easy. But as Mami ran her hands over Homura’s chest, the black-haired girl felt a tingle inside of her, underneath her stomach. And she felt her nipples stiffening as Mami groped the small amount of softness Homura had.  
  
This wouldn’t be the first time Homura had had sex with Mami. It wasn’t even the first time Homura had had sex with a female Mami. But she had never had sex with a Witch Kissed Mami, and she was curious about how that would change things.  
  
“You look so sweet like this, Homura,” Mami said, reaching down and rubbing Homura’s pussy through her uniform. “I just want to eat you up.” She smiled. “And I can tell you want to do the same to me.”  
  
Homura flushed. Mami wasn’t exactly wrong. The blonde was a whole lot of woman. She was no Madoka, of course, but who was? (Madoka. Madoka was Madoka.) And her soft, full curves would feel wonderful once they were pressed up against Homura’s body.  
  
Mami didn’t use her ribbon to cut through Homura’s skirt and tights. Instead, she just reached down and ripped the tights open, taking Homura’s panties along with her. Homura gasped and shivered in her bindings. Mami was being so _forceful_. It was kind of a turn-on.  
  
“This peach is going to taste _so good_ ,” Mami said, licking her lips. “And if you’re a good girl, I’ll let you do the same to me.”  
  
Mami pushed herself down Homura’s body, lowering her head down in between Homura’s long thighs. Homura’s breath was coming quicker and quicker. Mami’s mouth was good at far more things than just kissing. Male or female, her lips and tongue could do _wonders_ when pressed against someone’s body. Homura tensed up, anticipating the warmth that was about to be hers.  
  
“Hey! Hey, you!”  
  
Both Mami and Homura turned their heads to look at the boy. He had managed to chew through the ribbon Mami had gagged him with, the tattered ends now fluttering around his neck. He was glaring at Mami.  
  
“Listen, I’ll do anything you want,” he said, sounding scared and determined as he looked at Mami. “Anything at all. Just don’t,” he screwed his eyes shut, “touch Homura, okay? Leave her alone.”  
  
“Oh ho ho ho,” Mami laughed, placing a hand over her chest. “Have my womanly charms won you over?” She slid off the bed and started walking towards the boy, swinging her hips from side to side. “Of course they did.”  
  
Behind her, Homura glared at the boy. What did he think he was doing? She was about to have sex with Mami! Who didn’t want to have sex with Mami?  
  
“Um, um,” the boy said stammering as Mami got closer and closer to him. “What’s your name, by the way?”  
  
“It’s Mami,” Mami said, pulling him closer to her and putting a hand on the back of his head. Seconds later, his face was pressed down in her cleavage. “But if you want to call me Mommy, that’s alright too.”  
  
If the boy said anything about that, Homura couldn’t hear it. Certainly not from a few meters away, and certainly not with the boy’s voice so thoroughly muffled. Mami kept his face pressed against her tits for a while, before finally letting him go.  
  
The boy took several deep gasps, though Homura could see a bulge in his pants. Of course he was turned on. What a pervert, getting aroused just from having his face pressed against Mami’s large, soft, perfect breasts. Homura frowned as she felt the breeze blow over her own stiff, bare nipples.  
  
“If I untie you,” Mami said, running her hands up and down the boy’s body, “will you be a good boy and not try to run away?”  
  
The boy nodded, his gaze flicking between Homura, Mami’s face and Mami’s breasts. Breasts that he was getting to see, as Mami undid her costume, letting her large breasts spill out, barely encased in their brown and cream bra. Homura couldn’t tell if the whimpering sound she heard was coming from her or from the boy.  
  
With the boy’s attention fixed on Mami’s boobs, Mami undid the ribbons binding him. He barely seemed to notice, still staring down into Mami’s deep cleavage. Mami giggled, running her hand along his shoulders, tracing the outline of his body through his school uniform.  
  
“Don’t just stand there,” Mami said, gliding her hand down his torso. “You have hands, don’t you? _Use them_.”  
  
Homura could see how the boy swallowed before bringing his hands up and resting them on Mami’s chest. Mami’s smile grew and she stepped closer to the boy, pressing herself up against him. Her hand was down at his crotch by now, massaging his dick through his pants.  
  
Mami kissed the boy, pressing her lips firmly against his. He squeaked, eyes getting wide as Mami kissed him. Her hand kept working on his crotch, and Homura could clearly see the outline of his dick through his pants now. His own hands had squeezed down on Mami’s breasts, and Homura, her senses heightened by everything she was feeling, thought she could see indentations on Mami’s skin.  
  
“Yes, just like that,” Mami said, finally separating from the kiss, her cheeks flushed and sparkles seeming to form around her. “You know how to treat a girl right, don’t you?” She kissed him again, really quickly. “And I know how to treat a guy.”  
  
Homura was wiggling around in her red and yellow ribbons, trying to figure out a way to get out of them. She wasn’t entirely sure what she was going to do once she escaped, but not being tied up would be a good first start. She might have to masturbate, because she was feeling _very_ horny, watching Mami. And also who she was with, but Homura was mostly focused on Mami.  
  
Mami shrugged out of her blouse, leaving her in only her stockings, bra and skirt. And then even her bra was gone, and her large, soft breasts wobbled slightly in the open air. Both the boy and Homura made whining sounds in the back of their throats as they stared at the bountiful expanse of the female form on display.  
  
Homura loved Madoka and wanted to see her safe and happy and protected, of course. And, of course, Madoka was the cutest thing in the world, in every single respect, including her body. But even Homura had to admit that Mami had a _great body_. She and Madoka were on the opposite ends of the spectrum, and Homura, or at least her body, approved of both ends.  
  
And, of course, Madoka was (usually) much too pure and innocent to be included in something like this. So it wasn’t really wrong if Homura sought out pleasure here. Especially if there was a guy included, because who could ever be attracted to guys? Homura thought that over in her lust addled and sleep deprived mind and nodded. Yes, that made perfect sense.  
  
Homura could feel her pussy getting really wet, and knew that a wet spot was gradually forming on her tights, her arousal soaking through her panties. And there was _nothing_ she could do about it, not with her hands tied behind her back, not even able to access her shield. All she could do was sit and watch the boy and Mami. And _ache_ , watching what Mami was doing, and wishing the blonde was doing it to her instead.  
  
Mami sank down to her knees, staring upward at the boy the entire time, an outright _smirk_ on her face. She pressed her boobs together, pushing them even more tightly together than was normal. Homura licked dry lips as she watched. Her own nipples were as stiff as diamonds by now, and there was no way to stimulate them.  
  
“Now, what are we working with?” Mami asked, unzipping the boy’s pants. His dick fell out, swaying back and forth a bit. “Oh, I _see_.” She wrapped her hand around the shaft and looked upward at him, licking her lips. “I think this will do just _fine_ , don’t you?”  
  
“Grgh,” the boy said, jerking his head up and down.  
  
Mami smirked as she ran her hand up and down the shaft, slowly stroking it. Then she put it in between her breasts, letting it rest in her cleavage. Then she pushed her boobs together, trapping the shaft inside her cleavage, the tip just barely poking out. And _then_ she leaned forward, sliding herself down until her nipples were pressed against the boy’s pants. Homura could see the upper third of the boy’s shaft sticking out, almost hitting Mami’s chin.  
  
And then Mami tilted her head forward and started licking the boy’s head. Homura was writhing around on the bed, feeling arousal thrumming through her body, staring at Mami. And, incidentally, the boy she was with. But mostly Mami, her full, soft curves, her bare breasts, and the enticing amount of pale thigh shown between her skirt and her stockings.  
  
Mami started slowly going up and down the boy’s shaft, licking and sucking on his head every time she bottomed out. The boy gently, nervously, rested his hands on Mami’s shoulders, holding on as she gave him a combination titjob and blowjob. He looked as if he didn’t have the slightest idea what was happening to him, but it felt so good he didn’t want to do anything to stop it.  
  
Homura had only ever given a titfuck once, when she was in the timeline where the rest of the magical girls had been magical _boys_. And even then, it had only been that timeline’s Madoka rubbing his cock against the small amount of softness Homura had on her chest. He had still liked it, though, and, even though it had been a male Madoka instead of the proper, cute Madoka, Homura had liked that Madoka had liked it.  
  
She wondered what it was like to give a _proper_ titjob like what Mami was doing. Only Mami and Sayaka were really equipped to do it. The boy seemed to like it, but then again, all boys liked anything to do with a girl’s body.  
  
Mami was bouncing up and down faster and faster along the boy’s shaft, her hands still pressing against her large tits, keeping them pressed together. Homura’s gaze switched between Mami’s boobs and her thighs, as more and more of them were exposed as her skirt was slowly slid upwards as her body rocked back and forth.  
  
“Oh, oh my God!” The boy moaned. “I’m, I’m, I’m-!”  
  
The boy came. Homura’s eyes narrowed, seeing the spurts of white leaping out from his cock and landing on Mami’s mouth and boobs. She could remember what it had felt like to have semen land on her. Both from that boy in particular and the male timeline. Homura didn’t usually think about that timeline so much, but it was the most experience she had with dealing with boys, so her mind kept on coming back to it.  
  
“ _Good_ boy,” Mami said approvingly, licking her lips as shots of semen landed on her chest, forming lines and pools of white. “Such a very good boy.”  
  
As soon as the boy was done cumming, Mami was standing up, placing her hands on his shaking shoulders and driving him backwards. Homura watched as the blonde girl drove him to the bed Homura was on. Then Mami pushed him down, and crawled on top of him, straddling his hips as she sat above him.  
  
“A good boy like you knows what he has to do, right?” Mami said, running her fingers along her boobs and collecting the semen along them.  
  
“Uh, yes?” The boy said, obviously unsure of what that meant.   
“It’s the duty of every boy to make his girl feel good,” Mami continued, in between licking her fingers clean of semen. Both Homura and the boy watched in silent shock, seeing Mami’s body jiggle a bit as she thoroughly cleaned herself. “And I’m sure you have an idea or two about how to make that happen.”  
  
Mami ground her crotch against the boy’s bare, slowly softening dick. There was a spark of magic, and then it started to harden, poking out from the folds of Mami’s skirt. Mami looked down and grinned, rubbing her hips back and forth.  
  
Homura wasn’t entirely certain the boy knew he was on the same bed as her. He was staring at Mami, his gaze not wavering, even as it took in different parts of Mami’s body. From her beautiful face to her large breasts to the pale thighs still partly hidden by her skirt. Of course, Homura was doing the exact same thing, feeling the aching lust inside her body that she was _completely_ unable to do anything about.  
  
“Listen, Mami, uh,” the boy said, his voice choked with lust. “Are, are you sure you want to do this?”  
  
“Am I sure I want to have my needs taken care of?” Mami said in a seductive voice, drawing her fingertips across the boy’s cheeks. “Am I sure I want to cum so, _so_ hard, just like you did?” She grinned. “Absolutely.”  
  
Mami unhooked her skirt, and tossed it off the bed. Both Homura and the boy stared at her cream panties, with the fancy lacy frills that ran along the edges. Homura didn’t know _why_ the underwear for magical girls was so fancy and ornate, but every magical girl she had ever seen in their underwear had been the same, wearing far fancier underwear than they ever would have on their own.  
  
Somehow, it seemed that Mami was even more turned on than Homura. There was a huge wet spot in the middle of her panties, and they were clinging tightly enough to her body that Homura could have sworn she saw the outline of Mami’s labia. It was a hugely erotic sight, and a tremor ran through Homura’s body as she stared.  
  
Then Mami sat up, no longer grinding herself against the boy’s crotch. She showed off a truly impressive amount of flexibility, sliding her panties off of her without actually getting off of the bed or not straddling the boy. Homura paid far more attention to how Mami’s wet, shaved clean pussy was put on display, though. She could _see_ the smeared arousal all over Mami’s crotch, and felt her own arousal leaking out of her.  
  
“Guh, guh, guh,” the boy said over and over again, his eyes wide as he stared at Mami’s pussy. His dick twitched from side to side, standing upright. “That’s…”  
  
“My special place, yes,” Mami said with a giggle, running her hand down her body and hooking two fingers between her lower lips, spreading herself apart. “Do you like what you see?”  
  
The boy’s head bobbed up and down, his breath coming in short, sharp pants. Homura didn’t miss how Mami’s eyes had flashed up to hers when she had asked that question, and she nodded as well. And it was completely true. Homura liked what she was seeing just as much as the boy did. Especially because she already knew just how _nice_ that pussy was.  
  
Homura was unavoidably reminded of the timeline where Mami had been the mistress of a harem. By the time Homura had started the loop, Mami already had Madoka, Sayaka, Kyouko and even Ms. Saotome under her loving but firm control. She had quickly set her sights on Homura, and since it let Homura get close to Madoka, Homura had let her. That there had been wonderful orgies of group sex had been a nice extra.  
  
So Homura knew _exactly_ what Mami was showing, and how soft and wet and sweet it truly was. And it was being offered to a boy, who couldn’t _possibly_ appreciate it in the proper manner. Though at least it was better than him not properly appreciating Madoka (which only Homura could do).  
  
“You want to do more than just _see_ this, don’t you?” Mami asked, her voice teasing. “You want to _feel_ it. Feel my wet, soft folds wrapped all along this,” Mami reached down and wrapped her hand around the shaft, “nice dick.”  
  
“Yes,” the boy moaned.  
  
“And you’ll get it,” Mami said, rolling off the boy. He made a noise of betrayal, watching Mami. “Well?” Mami asked, getting on all fours over Homura, winking down at the black-haired girl. “Don’t you want this?”  
  
The boy looked nervously at Homura, who was still staring up into Mami’s face. Mami was splitting her attention between the two of them, her hands on either side of Homura’s torso. There was a look of lust and amusement on her face.  
  
“What are you waiting for?” Mami asked, shifting her weight so she could run a finger along Homura’s stiff, exposed nipples. Homura moaned, feeling the tiniest amount of the stimulation she actually needed. “I won’t do anything to Homura unless you fuck me.”  
  
Homura’s eyebrows furrowed. That didn’t fit with what Mami _had_ been saying. But the boy wasn’t listening that closely, and gasped.  
  
“Okay, okay, I’ll fuck you,” he said, crawling around the bed so that he ended up behind Mami. “And you won’t do anything to Homura, right? You’ll leave her alone.”  
  
Homura didn’t _want_ to be left alone. She wanted to _cum_ and that either meant getting untied so she could tend to her needs herself, or Mami to touch her. Or, as a _very_ distant third, the boy to do the same.  
  
In this position, Homura could only really see Mami’s face. But she was still able to tell when the boy slid into Mami. The look of pure _bliss_ that washed over Mami’s face was completely undeniable, and was enough to make Homura wish she was feeling that good, even if a boy was attached to it.  
  
“Oh _yes_ ,” Mami moaned, “just like that, honey.” Her entire body wiggled, and Homura’s eyes went down to her shaking boobs before coming back up. “I needed that.” She craned her head to look at the boy. “And now I want you to _fuck_ me, got it?”  
And Homura could tell when Mami started to get fucked as well. The way her body was driven forward, the sounds she made, the _face_ she made, it all spoke to Mami getting to feel so, so good. And while Homura wasn’t able to do _anything_ besides watch and ache.  
  
Homura wasn’t able to focus on just one part of Mami’s body. There was her beautiful face, screwed up in an expression of absolute bliss. And there were Mami’s boobs, swinging back and forth, so big that every now and then, Homura could feel them brushing against her. They were so _tempting_. Homura wanted so, so badly to feel them underneath her fingers, or to wrap her lips around one of the stiff nipples.  
  
“Mami,” Homura said, her voice roiling with a mixture of arousal and anger, “untie me right now.” She glared at where she thought the boy’s head was, though Mami’s hair drills were blocking her actual view. “I don’t need to be protected.”  
  
Mami shrugged, and the ribbons tying Homura down went flying off. Homura gasped, bringing her limbs out from underneath her body. It felt so _good_ to be able to move. She twisted her arms around, reveling in the freedom of movement. For a few seconds, at least. And after that, there were _needs_ she needed to take care of.  
  
Homura reached up and wrapped her hands around Mami’s head. She tugged the blonde down into a kiss, firmly pressing her lips against Mami’s. Somehow, now that she had the ability to deal with her arousal, the need she was feeling wasn’t half as intense. She could put it off, at least for a bit, and focus on Mami, and getting the blonde to make her feel even better than Homura could have made herself feel.  
  
Homura could feel the jolts running through Mami’s body as the boy fucked her. And he was fucking her pretty hard, thrusting into her over and over again, filling her up with his cock. Homura could feel it, but she didn’t really _care_. Not when she and Mami were kissing like this.  
  
It was so _good_ to kiss Mami. Especially now that Homura’s hands were freed and she could hold onto the blonde. And, for that matter, now that her legs were free, and she could move them around instead of having them tied up behind her.  
  
Mami’s hands were on Homura’s shoulders, squeezing down as they kissed. Homura could feel the heat of her body through the tattered remnants of her uniform. And with how far down Mami was leaning, she could even feel Mami’s breasts more firmly pressing against her own, small, chest.  
  
Finally, the two of them separated. Mami was breathing harder than Homura was, her shoulders rising and falling as she breathed in and out. There was still a big grin on her face as she looked down at Homura.  
  
“What a _needy_ little girl you are, Homura,” Mami said, laughingly. “How did you end up so horny?”  
  
Homura didn’t dignify that with an answer. Instead, she reached up and grabbed Mami’s breasts. And they were just as wonderful as Homura had remembered them being. Her hands sunk into them, fingers squeezing the soft, fat globes while a pair of stiff nipples dug into Homura’s palms. Mami moaned, her voice pure _sex_ and Homura shivered, feeling a matching surge of arousal running through her.  
  
Mami’s hands had started playing with Homura’s body as well. A distant, unimportant part of Homura marveled at how much strength was hidden underneath Mami’s soft exterior, for her to be supporting herself on only her knees in this position. The rest of her was far, far more focused on Mami touching her.  
  
And Mami knew _just_ how to touch a girl. Even one without the… generous build Mami herself had. One hand was on Homura’s small breasts, touching and teasing them, running her fingers along the stiff nipples poking out from Homura’s tiny tits. Her other hand was down between Homura’s legs, rubbing at her crotch.  
  
This time, it was Homura’s turn to let out a sound of pure _need_ as her pussy was rubbed through her clothing. Her legs kicked, hitting the boy’s and Mami’s as she felt the arousal inside of her redouble. It was so _good_.  
  
Homura could feel Mami’s hand sliding underneath her skirt, and then finding the top of her tights. And then she felt Mami’s hand on her bare skin, right above her crotch. The sound Homura made then, her eyes widening, defied description. Her entire body tensed up as if electricity was running through her. Her hands squeezed down on Mami’s tits, drawing a wince from the older girl.  
  
“Not so hard, Homura,” Mami said reprovingly. “If there’s any pain to dish out, then _I’ll_ be the one spanking you, understand?”  
  
Homura barely even heard what Mami was saying to her, and didn’t have the brainpower to spare to properly analyze it. But she let go anyway, her body going as limp as it had been tense, just a few seconds ago. Homura drew in a deep, shuddering breath, feeling the pleasure aching inside of her.  
  
And feeling Mami’s wonderful, wonderful hands on her, the blonde’s fingers almost at her pussy. Homura stared into Mami’s eyes, her own wide and needy, urging Mami on, just a little bit further, to properly touch Homura, to fuck her with Mami’s fingers. Homura thought she hadn’t needed anything in her entire life as much as she needed Mami to touch her right now.  
  
And, finally, Mami did. Homura moaned from the very depths of her soul as she felt Mami brushing against her clit. It was _amazing_ , the electric shock of pure pleasure, speeding through her body, running up her spine at the speed of light and bursting inside her brain like an explosion.  
  
And it wasn’t even an orgasm. It felt wonderful, pleasure surging through her body, but it still wasn’t quite the climax Homura needed so _badly_. But it was so close, that Homura was sure that if Mami just touched her a little bit more, then she _would_ get to cum. And Homura wanted to cum so badly.  
  
“You can go faster,” Mami said over her shoulder. “Show me how much you want my body.” A light danced in her eyes as she shook her hips from side to side. “Show me how much you want to feel good.”  
  
Mami gasped, and Homura could hear the boy grunt as he picked up the pace. He was obviously moving _fast_ , slamming into Mami over and over again. And Mami was obviously loving it, a huge smile on her face as she got fucked. For a second, Homura wished she could feel like that, _because_ of that. Though she would prefer for any dick to be attached to a girl, especially Madoka, instead of any guy.  
  
But it wasn’t happening. Homura’s pleasure was going to be coming from Mami’s hands and lips. And that was honestly enough. After all, Mami was so skilled with both. And while Homura wasn’t as good as Mami was, she could still bring the other girl some pleasure of her own. On top of what Mami was already feeling from getting fucked.  
  
Homura barely managed to lift her hands up and began playing with Mami’s boobs again, feeling the shudders running through her body as the boy fucked her. She was panting for air, gasping and moaning at Mami’s touches as the older magical girl brought Homura to higher and higher heights of ecstasy.  
  
“That’s it,” Mami said, “you’re being a good girl for me, aren’t you, Homura? Letting me touch you, touching me.” She smiled widely at Homura. “Such a good girl.”  
  
“And you’re,” she looked over her shoulder, “are being such a good boy as well, right? Fucking me so hard, letting me feel that nice, thick dick spreading me out.” Mami closed her eyes and shivered. “Yes, the two of you are so very good.”  
  
Mami looked breathtakingly erotic right now. And Homura couldn’t even see all of her body, just her face and her breasts. And her face was the best part, the expression of pure _lust_ and happiness on her face sending a shiver through Homura.  
  
Mami slid a finger into Homura’s pussy, her palm resting against Homura’s clit. And Homura came. She came _hard_. It was the best orgasm she had gotten in this entire loop.  
  
It was too intense for Homura to talk. For her to do anything but _cum_ , to feel her pussy squeezing down tightly around Mami’s finger, to be barely aware of her body thrashing around underneath Mami, for her eyes to be as wide as saucers as she stared upward, not seeing _anything_.  
  
Homura had no idea how long she spent cumming. It seemed that the pleasure wasn’t ever going to end, that she was going to keep on cumming forever. And that didn’t seem like such a bad thing, feeling the raw-edged pleasure sawing through her body, driving everything else out of the way and leaving her floating in a sea of pink.  
  
Of course, eventually the orgasm ended. Homura gasped for air, her thoughts slowly returning to her. She was still underneath a mostly-naked Mami, who still had her hands on and inside of her.  
  
“That was _beautiful_ ,” Mami said, giving Homura a warm, wide smile. “You looked so sweet, cumming like that.”  
  
Homura gasped as she felt Mami slide her finger even deeper inside of her.  
  
“Let’s see that look on you again, alright?”  
  
Mami started to fingerfuck Homura, sliding first one, then two fingers in and out of Homura’s wet, tight pussy. And she still paid attention to Homura’s clit, rubbing against it with a third finger. And she was still playing with Homura’s breasts, rubbing them and teasing her nipples, and even occasionally leaning down to lick and suck at them.  
  
And she was managing to do it while getting fucked. If Homura shifted position slightly, she could see the boy thrusting into Mami. He had a look of concentration and pleasure on his face as he stared down at Mami’s ass. Which, to be fair, was a very nice ass.  
  
Although not as nice as Mami’s boobs. And those were all for Homura. Lifting her hands, she started playing with the large, soft orbs once more. They felt wonderful underneath her hands. She squeezed them, massaged them, groped them, did everything to them that she _could_ do with her hands.  
  
Her mouth was busy kissing Mami. Mami was kissing Homura back, and taking the dominant position, sliding her tongue into Homura’s mouth and nipping at her lips. Homura let her, unable to do anything to turn the tables at this point. She was still very turned on, the orgasm, as wonderful and satisfying as it had been, not enough to fully drain Homura’s lust.  
  
“I’m going to have to keep you,” Mami said, looking at the two of them. “You won’t mind that, will you?” She licked her lips. “Having sex with me all the time. Getting to see this body, and getting to _have_ it?”  
  
Homura didn’t answer. She could see the Witch’s kiss on the side of Mami’s neck, still glittering. She wondered how long it was going to take to wear off.  
  
“I’m going to cum,” Mami moaned.  
  
_That_ got Homura’s attention. She whipped her eyes back up to Mami’s own pair, looking deep into them. There was a look of pure lust in them as Mami pushed back against the bot inside of her.  
  
“I’m going to cum, too,” the boy said, his voice choked.  
  
Homura realized she was going to cum as well. She was so close, from the wonderful things Mami was doing to her with her hands. Homura gently squeezed Mami’s breasts, feeling the fingers working inside of her.  
  
It was so clear when Mami came. The sound she made, choked, breathy little sounds, the way her eyes got so wide, and the way her lips formed into an O. It all pointed towards her feeling a _wonderful_ orgasm.  
  
And just a few seconds later, the boy came as well. It was just as clear when he had his orgasm, as he moaned and thrust forward, making Mami’s body jiggle.  
  
And Homura came as well, once more squeezing down tightly around the fingers inside of her. Her orgasm wasn’t as intense as it had been the first time. She managed to stay aware through it, even as her body shook, squeezing down tightly around the fingers inside of her.  
  
All three of them groaned, making sweet sounds of lust and satisfaction as they came. Homura twisted around on the bed, hemmed in by Mami. Mami was shaking herself, which did _wonderful_ things to the breasts right in front of Homura.  
  
Then Mami fell down onto Homura. Homura squeaked as Mami’s breasts were pressed into her face. That wasn’t exactly _bad_ , but it was pretty surprising. Homura’s vision was suddenly filled with soft warmth. There wasn’t anything she could do about it, or, at least, anything she was willing to try to do until she needed to breathe again.  
  
Homura could feel the boy’s legs brushing against her own as he moved around. She ignored him, focusing on the soft breasts pressed against her face. She could even feel Mami’s nipples pressing down against her cheeks.  
  
Homura could feel Mami’s heart beating, the quick thumping beating a few times a second. She wondered if Mami could feel the pace of her own heart as she lay there.  
  
Mami slowly drew her fingers out of Homura’s pussy, leaving Homura feeling a bit empty but still _very_ satisfied. Very satisfied indeed. Homura’s fingers just couldn’t begin to compare with how Mami had made her feel.  
  
Finally, Homura rolled out from underneath Mami and sat up. She looked down at the blonde, Mami happily lying on her front on the bed. White semen glistened on her ass, shot there by the boy. Long strands reached from her back, along the curve of her butt, all the way to the top of her thighs. It made Homura swallowed heavily as she stared.  
  
“Oh _my_ ,” Mami said lazily, the pink Witch’s kiss gradually fading away. “That felt _wonderful_ , you two.” She propped her head up on her hands and looked at the two of them. “I’m so glad I was able to find you.”  
  
The only real change between a Lust Kissed Mami and a normal Mami seemed to be how much arousal the blonde was feeling. She wasn’t gasping in shock and horror or anything, just content to stare at Homura and the boy.  
  
Homura was feeling pretty satisfied herself. The warm glow from her two orgasms was still filling her, making her feel wonderful inside. Although she wasn’t sure she could handle another round, so it was a good thing everyone else was satisfied as well.  
  
She glanced over at the boy. He was sitting on his legs, his soft cock limply hanging out of his pants. He was breathing hard, and still looking down at Mami’s cum-covered ass. Finally, he shook his head and lifted his gaze. First he looked at Homura, still wearing the tattered remnants of her magical girl uniform. And then at the discarded pieces of Mami’s uniform. And then at where the entrance to the Witch’s Barrier had been.  
  
“By the way,” the boy said, rubbing his forehead and looking back and forth between Mami and Homura. “What the hell is going on?”


	3. Chapter 3

**Running Interference Chapter Three**

  
It wasn’t easy, protecting the pure, precious, sweet, innocent Madoka from the legion of perverts and creeps who would want to abuse her. In fact, it was almost a full-time job for Homura, one that she gladly did to make sure that Madoka remained untouched by the harshness of the world.  
  
And it wasn’t a job that Sayaka Miki was making any easier. The blue-haired brat was actually trying to set Madoka up with a boy! When Homura had first learned that, a massive twitch had developed all over one side of her face for several minutes before she forced it back down.  
  
It was bad enough that the first boy was still pining after Madoka and trying to ask her out. Homura didn’t need to ward off the attentions of a _second_ boy. If she did, she might slip and actually let one of the so-called suitors _talk_ to Madoka for upwards of five seconds before something painful and/or humiliating mysteriously happened to them.  
  
Homura was sure she knew what lay at the root of Sayaka’s unneeded meddling. It was displacement activity. Sayaka, instead of concentrating on her own love life, was trying to interfere with Madoka’s. Homura had Madoka’s love life quite well handled, and she didn’t need any inept, counterproductive _help_.  
  
Luckily, Homura already had a plan for how to get Sayaka so distracted that she wouldn’t have the time to meddle with Madoka anymore. And it should be easy. The blue-haired menace had already healed Kyosuke and Hitomi wasn’t even getting in the way. All she would have to do was get Sayaka to act on her crush. And Homura knew just how to make that happen.  
  
First things first, she’d have to get Sayaka and Kyosuke into the infirmary. Nothing too serious, just a little accident that didn’t even come with any pain. Just bad enough to make Kyosuke worry about his freshly-healed hand.  
  
That went off without a hitch, and Homura nodded in approval, watching Kyosuke leave, Sayaka hovering over him like a bird as she clutched at his hand before withdrawing, a bright blush on her face. Homura waited for five minutes, then engaged her time stop. She flitted through the school corridors, going down to the infirmary. Sure enough, Kyosuke and Sayaka were there. Homura stared at their frozen expressions. She could read everything she needed to in Sayaka’s face as she stared longingly at her crush.  
  
Well, she might actually get what she wanted. Turning away, Homura started rifling through the drawers of the infirmary. She quickly found what she needed, and mixed the chemicals together. Then she placed the burning bowl behind the two, applied a bit of magic, and let time resume.  
  
Within minutes, the soft chatting of Kyosuke and Sayaka trailed off and they fell down into a drug-assisted sleep. Homura grunted with effort she dragged them further up into the bed they were sitting on, and left Sayaka curled up against Kyosuke. She looked down at them in satisfaction. Perfect. She quickly returned to class, hoping that nobody had noticed her absence. They hadn’t, Miss Saotome still talking about how a man with too large of hands wasn’t worth dating.  
  
And now for the second part of the plan. Homura’s gaze turned towards the _boy_ , the one that kept on trying to ask Madoka out. He was going to need to end up in the infirmary, too. A calculating look entered Homura’s eyes as she drew a pair of scissors out from her bag.  
  
A few minutes later, Homura was tailing Madoka and the boy as the pink-haired girl helped him down to the infirmary. Homura’s eyes were narrow as she stared at the back of the boy’s head. He was using this opportunity to _talk_ to Madoka! Didn’t he have any shame?  
  
He didn’t try to ask Madoka out, which saved Homura the trouble of arranging a much more serious accident. They arrived at the infirmary without incident, and Madoka left him sitting on a bed, only separated from Sayaka and Kyosuke by a single thing curtain. Perfect.  
  
As soon as Madoka stepped out of the room, Homura slipped in. She looked down at the boy, who started a bit and looked up at her. A pained smile appeared on his face.  
  
“Hey, Homura,” he said, before looking back down at his bleeding forearm. “Can you believe that this happened to me?” He paused for a second. “I don’t even know _what_ happened to me.”  
  
“I can take care of it,” Homura said, stepping forward and resting her hand on the boy’s arm, quite some distance from the blood. “And I’ll give you something to make up for it.”  
  
“Uh?” The boy eloquently asked. “How are you going-.” Purple and white sparkles appeared over his arm, and lasted for several minutes as Homura poured a _lot_ of energy into healing the minor cuts. “Oh. Right. Magic.” He looked down at his healed arm and shivered, twisting it this way and that. “That’s still so strange.”  
  
He looked over at Homura, just as Homura’s knees hit the floor, leaving her right in front of him. His jaw fell open as he stared down at her. He probably would have said something, but then Homura started to pull down his zipper and slid her long, slender fingers inside his pants, searching for his cock.  
  
“I, gah, you’re-!”  
  
Homura could hear some light movement on the other side of the curtain. Sayaka and Kyosuke should be waking up by now. Good. That would mean they’d be able to hear this. Homura tilted her head back and looked up at the boy as she started to stroke his dick, coaxing it into hardness.  
  
“Do you remember how we first met?” Homura asked. “At the gazebo in the park?”  
  
“Guh-huh,” the boy said, his head jerking up and down.  
  
“I think the confessions went well,” Homura said. “The things we did together,” she sighed, and let the corners of her mouth twitch up a bit. “It made both of us feel so good, didn’t it?”  
  
The boy nodded, still staring down at Homura as she stroked his cock, making it grow in length and hardness. Homura stared at the shaft as it grew and swelled in size. How had she gotten so familiar with a _boy’s_ penis? But she had, and she knew that he still had a ways to go before he was fully erect.  
  
Homura helped him with that. She wrapped her lips around the head of the shaft, her tongue lightly swirling around the tip, licking and sucking at it. She made sure, the entire time, to keep her ears peeled, listening for any sounds that were coming from other occupied bed. This would all be pointless if Kyosuke and Sayaka didn’t react in the way they were supposed to.  
  
“Y-yeah,” the boy said, his hands tapping at the bed as he stared down at Homura sucking his cock. “That, I, you, it was really nice.”  
  
Homura kept on working on his shaft. It was stiffening in her mouth, pressing more and more firmly against her lips. Soon, it was going to get as hard as it could. And then things would really kick into gear, when Homura’s mouth wouldn’t need to be occupied.  
  
“When you agreed to date me,” Homura said, pulling her mouth off of the shaft and giving it a few licks and kisses between words, “you made me the happiest girl in the world.”  
  
And that was even more or less true, when Homura had thought that meant that the boy wouldn’t be pestering Madoka with his debauched needs and urges anymore. Of course, the orgasm from that had also felt pretty good. It had all come crashing down the next day, when the boy had told Homura that her body wasn’t enough to sway him from his lustful pursuit of Madoka (not, perhaps, in exactly those words). But at least the time in the gazebo had felt good.  
  
Homura wrapped her mouth back around the shaft and started bobbing up and down it, feeling the rod traveling deeper and deeper into her mouth before she pulled herself back along it. It was fully and completely hard by now. And the sounds from the other side of the curtain had changed from people stirring themselves awake to people silently, raptly listening to what was happening. Good. She just hoped that Sayaka would get the right idea from all of this.  
  
Homura traveled down the boy’s rod until the tip of his dick was pressing against the back of her throat. And that was as far as she was going to go along him today. Homura didn’t see any reason to test her gag reflex. That was something for Mami to do.  
  
Instead, Homura just slowly bobbed up and down along the boy’s dick, her hand wrapped around the lower part of his rod, slowly stroking it. She was sure he was getting all the stimulation he needed. Though not too much of it. Homura didn’t want to wait for however long it would take for him to get hard again after an orgasm. She didn’t think Kyosuke and Sayaka would stay silent for that long.  
  
After a while, Homura decided that the boy was as erect as he was going to be. And that meant it was time for things to move on. For several reasons. One which, admittedly, be that Homura was feeling tingles of arousal inside of herself as well.  
  
It wasn’t _strong_ , not like what she got when she thought of Madoka in a swimsuit. But it was still present, little embers dancing around in her lower belly as she moved her mouth up and down along the boy’s shaft. And it was much better to indulge that arousal, to let herself cum, then to let it wither away. And anyway, the plan wouldn’t work as well as it could if Homura didn’t at _least_ sound aroused.  
  
Homura slid her mouth off of the boy’s shaft. It waved back and forth as she let go of it, the rod gleaming with Homura’s saliva. She stood up, and pushed the boy backwards onto the bed. Then she crawled on top of him.  
  
The range of expressions that crossed the boy’s face at that was _very_ amusing to see. There was a bit of worry, a lot of lust, a good amount of surprise, and then he was reaching up and putting his hands on Homura’s hips, squeezing down through her uniform.  
  
“I, I liked that too,” the boy said, a smile slowly starting to spread across his face. “I’m still sorry that I’m not able to date you,” Homura kept her expression fixed in place at that, not twitching a bit as she was reminded that he was still trying to despoil and corrupt Madoka. “But the things we’ve done together,” he swallowed and smiled, “I still can’t believe that kind of thing would happen to a guy like me.”  
  
Homura nodded as she started to strip out of her uniform. That shut the boy up, and he watched with an entranced expression as Homura removed her blouse, bra and skirt. That _did_ feel nice, Homura had to admit. Even if he had gotten to see (and do so much more than see) Mami’s much fuller figure. Not that she really cared that much what any guy thought about her body, but her body disagreed somewhat.  
  
“Oh, Homura,” the boy said, letting his hands wander on up from her hips. They traced their way over her ribs and the boy frowned. “Shouldn’t you be eating more?” He asked, as his fingers moved up and down, pressing against Homura’s prominently protruding ribs.  
  
“I just had a snack a few minutes ago,” Homura said, shifting her hips from side to side on top of his waist, rubbing her small, tight rear against his cock.  
  
That shut the boy up, a deep red blush appearing on his face. He looked away, and Homura allowed herself to smile, just a little. She slid her panties down along her legs, which drew the boy’s gaze right towards her crotch. He started panting, making small little gasps as he stared at Homura’s folds.  
  
Homura dropped her panties over the side of the bed, leaving herself naked except for the tights she wore. She rested her hands on the boy’s chest, staring down at him. He had a fairly dopey look on his face as he stared up at her, like he couldn’t believe this was happening.  
  
Well, he should. There had been the gazebo incident. And Mami, even if Mami _hadn’t_ spirited him away to be her love slave like Homura had been hoping she would. He should be used to looking at naked girls by now.  
  
“I’m glad that I had the courage to confess to you,” Homura said, making sure she was speaking loud enough that the inhabitants of the bed next to her could hear every word. “It made my life so much better when I did.” She ran her hand along the boy’s cheek, pressing her fingers against his face. “And the sex we had was excellent as well.”  
  
The boy made a muffled squeaking sound at that. Luckily, it was loud enough to drown out the sounds Homura was starting to hear from the bed next to her. He probably wouldn’t do to well if he knew that a boy and a girl he knew were right next to him, getting frisky with each other (Homura hoped they were, at least) as they listened in.  
  
Homura got a firm grip on the boy’s body and switched positions with him. She ended up on her back, her head resting against the pillow, as she looked up at him. He loomed over her, his face red and his cock stiff as it poked out from between his pants. He was still looking her right in the eyes, so Homura didn’t have a chance to glance through the gap in the curtain and see how far along Sayaka and Kyosuke had gotten.  
  
“Homura,” the boy said softly, running his hands down Homura’s sides before grabbing her thighs. “You really are a very cute girl.”  
  
If only she was cute enough to get him to forget about Madoka. But if both her and Mami working together hadn’t been able to manage that, then Homura supposed her only chance would be to get Madoka’s mother to seduce the boy. And since that didn’t seem likely unless she got really, _really_ drunk, Homura would have to satisfy herself with using the boy to ensure that at least there was only _one_ pervert lusting after her precious Madoka.  
  
“I’m also a very horny girl,” Homura said, spreading her legs apart and letting the boy look down at her damp pussy. “And you’re a horny boy. Let’s fix that.”  
  
The boy nodded quickly. He looked down at Homura’s slit. Then he started rubbing his fingers against it, instead of just jamming his shaft inside of her. _Good_. Homura was turned on, but she wasn’t ready for a cock to go inside of her just yet. She needed something more. And physical stimulation would have to work, unless the boy wanted to turn himself into a copy of Madoka. Or, possibly, Mami. Or Kyouko. Or Sayaka, with a gag in her mouth.  
  
Speaking of Sayaka, Homura let her eyes slide to the side, looking at the other bed. Through the gap in the curtain, she could see Sayaka’s face. She was flat on her back, just like Homura was, staring upwards. She whispered something, something too soft for Homura to even hear, let alone make out.  
  
But if she and Kyosuke were talking to each other, Homura supposed that meant that things were going as well as she could hope for them to. And she should move her attention away, so that the boy didn’t start wondering if the two of them were _actually_ alone in the room.  
  
And, frankly, it was almost worth having the boy touching her. He was making Homura feel surprisingly good with his hands. They were touching Homura’s breasts and thighs and crotch and even brushing against her face. It was doing a shockingly good job of turning her on, making her more and more aroused. Homura wiggled around underneath him, feeling the arousal growing and growing inside of her as she was touched in such a surprisingly skilled manner.  
  
That must have been Mami’s handiwork, Homura was sure. The blonde girl could be sweetly insistent when it came to showing her lovers, whether male or female, exactly how she liked to be touched. And the same lessons seemed to be carrying over for Homura. Her nipples were stiff and she shivered as the boy touched them. And her pussy was wet, and she was more and more ready for him to slide into her. Whether fingers or tongue or his cock, she didn’t much care.  
  
“The stuff you’ve shown me,” the boy said, staring down at Homura’s nearly-naked body as he touched her slender frame, “it’s really, I mean _really_ ,” he smiled at her, “it’s amazing. You and Mami, it’s the kind of stuff I never would have thought could actually happen outside of porn.” Ah _ha_. Proof that he was perverted, if he read or watched or played or listened to porn. “Thank you for showing it to me.”  
  
“Uh huh,” Homura said, nodding. She decided she was ready to get fucked. She reached down and wrapped her fingers around the boy’s cock and gave it a tug forward, bringing him closer to her. “Don’t just think about watching it,” she said, as the boy’s dick rubbed against her folds. “Actually _do_ it.”  
  
The boy nodded, staring down at his shaft as its head rubbed against Homura’s lower lips, pushing them apart slightly and letting the trickles of Homura’s arousal run out of her, down her body and onto the bed. She could feel his cock pulsing in her hand. For that matter, there was a kind of pulsing _ache_ inside of Homura’s body as well.  
  
The boy looked Homura in the eyes as his dick twitched against her pussy. She gave him a small nod and closed her eyes.  
  
And then the boy entered her, once again filling her up with his thick cock, not showing a trace of regret over how he was once again defiling Homura. Although at least it was better than him doing the same to Madoka. Homura moaned, feeling his shaft slide deeper and deeper into her wet folds. It felt _good_ , sending a wave of pleasure through her body as she got filled up by this boy.  
  
Homura opened her eyes just in time to see the boy leaning forward for a kiss. That made her eyes open quite a bit further than she had planned. But she didn’t pull away as he pressed his lips against hers.  
  
The boy was a decent kisser, Homura had to admit. It was a good thing he didn’t have any facial hair, though, because no matter how good of a kisser he was, there was no way that she would accept having stubble poking against her skin.  
  
Their tongues met, softly twining around each other as their lips pressed together. Homura wrapped her arms around the boy’s shoulders, feeling the bone and muscle underneath his skin. They kept on kissing for a while, before he slowly pulled back up. He smiled down at her.  
  
“You’re such a good kisser, Homura,” he said, smiling down at her, his own tongue flicking out to run along his lips for a minute before sliding back inside. “It’s always really nice to spend time with you.”  
  
Homura nodded, not saying anything. There wasn’t anything she particularly _wanted_ to say right now, anyways. She just wanted him to keep on using her, thrusting into her poor, defenseless body so that his wicked urges wouldn’t get turned on Madoka. And so that Sayaka would take a hint and stop trying to set her friend up with some boy.  
  
The boy was thrusting in and out of Homura at a pretty steady, even pace. It didn’t exactly make her feel _full_ , but it did make her feel nice, the hot pleasure inside of her core slowly spreading through the rest of her body. Homura sighed, a shiver running through her body as she considered just how nice it really did feel.  
  
The boy’s hands had moved back to Homura’s breasts. They certainly weren’t very big breasts, but she supposed that any breasts at all would make the boy, or any boy, happy. He was certainly spending enough attention on them, lightly stroking and touching them, or covering them with his hands and hiding them completely.  
  
“You have such a nice body, Homura,” the boy said, looking down at her almost naked form with undisguised lust. “It’s so slender and cute.” He frowned a bit. “Um, though, would you like to go out to eat with me sometime after school?”  
  
Homura glared up at him. She wasn’t interested in discussing her diet right now. She was interested in making sure that Sayaka was much too happy with her boyfriend to even think of bugging Madoka with offers of setting her up with a boy of her own. Oh, and Homura would enjoy the chance to orgasm, as well.  
  
Thankfully, the boy seemed to get the hint, and shut up. And he kept on fucking Homura, which was also important. He slowly pushed and pulled his shaft in and out of Homura, making her feel _so_ good as she felt herself get stretched out by his dick. And, occasionally, he would reach down and press against her clit. Never for very long, and never for very hard, just long enough to send pleasure through her, without the pleasure turning to pain.  
  
He really _was_ learning his way around a woman’s body. Homura had to admit she was impressed. And enjoying the level of skill he was showing.  
  
For her part, well, Homura had a wet pussy and a naked body. Did a boy _need_ anymore to feel good? Apparently not, given how hard his cock was inside of her.  
  
Homura let her eyes go to the side for a bit, as the boy stared down at her small breasts. It was important to keep tabs on Sayaka, and make sure she was doing things correctly.  
  
Homura was in luck. Sayaka was staring right at her. Her cheeks were red, and her body was slightly juddering, as if something was thrusting into it. Homura had a good idea of what that thing could be. Especially since Sayaka had her hands clapped over her mouth, as if she was afraid of making certain sounds otherwise.  
  
Homura turned her attention back to the boy, feeling a wonderful sense of relief spreading through her. Everything was going according to plan. How _wonderful_. Homura almost smiled, she felt so relieved knowing that Kyosuke and Sayaka were fucking each other.  
  
…Because that meant that Sayaka would be too involved in her own love life to clumsily try and set Madoka up with an unneeded boy. Obviously. Why would there be any other reason?  
  
Homura obviously wouldn’t be interested in seeing Sayaka’s fit yet curvy body getting fucked. Or listening to the blue-haired annoyance make all kinds of sweet, enjoyable sounds as she gasped and moaned as someone worked her over. Sayaka was far too meddlesome and troublesome for Homura to have any interest in seeing her on her knees, a collar around her neck and her mouth buried between Homura’s thighs, apologizing in a far more sincere manner than words could ever manage. That would just be crazy talk.  
  
Homura focused on how she herself was getting fucked, the boy sliding in and out of her, his hands wandering all over her body. And he was doing a pretty good job of it, too, making her feel _so_ good as he teased her clit, her breasts, her thighs, her stomach, so many different parts of her.  
  
Homura was even starting to softly moan as she felt him move in and out of her. Not very loudly, but at least it should be loud enough to cover up any sounds that were coming from the other side of the curtain.  
  
Homura could feel her orgasm rising inside of her, growing higher and higher. It felt _good_ , and she let herself embrace it, feeling the lust spreading out through her body. It was making her body twitch and tremble, rubbing against the bed and occasionally against the boy.  
  
Homura could tell that she was _very_ wet by now. Arousal was dripping out of her, squeezing through the seal formed by her walls and his shaft. Her nipples were stiff, and wobbling _just_ a bit as her small breasts shook as much as they could as the boy moved in and out of her.  
  
Homura realized she was actually fairly close to an orgasm. An orgasm driven on almost exclusively by the boy fucking her. That actually shocked her, that a lecherous, perverted boy could turn her on so much by fucking her pussy and fondling her body.  
  
Homura couldn’t see a reason why she _shouldn’t_ cum. Possibly even cum fairly loudly, so that Sayaka and Kyosuke (but mainly Sayaka) could realize just how good this was. Plus, of course, she would get to have an orgasm. That was always nice, even if it was from some boy using her body to sate his own twisted lusts.  
  
Homura reached up and grabbed the boy’s shoulders. He smiled down at her as he kept on steadily moving his hips back and forth, drawing his shaft in and out of her pussy. She squeezed down a bit, feeling her muscles pressing through her inner walls against him. He made a soft sound at that, and shivered.  
  
“I’m glad,” Homura said, raising her voice slightly as she heard a wet sound coming through the curtain, “that you’re feeling so good.” She paused for a second. “After all, isn’t it important that both partners feel wonderful when they’re together?”  
  
“Uh, yeah,” the boy said, looking a bit confused. “Yeah, it is.” He kept on fucking Homura as he talked, slowly pumping in and out of her wet pussy. “And you’re feeling good, too, right?”  
  
Homura nodded. It wasn’t as if she could deny it. Not with how wet her pussy was, or the sounds that were escaping her lips.  
  
In fact, Homura was starting to feel a lot more than just good. Her orgasm was rising up inside of her, growing higher and higher, and she wasn’t sure if she would be able to withstand it for much longer. Any second now, she was going to cum. And it was going to feel good.  
  
Homura stared at the ceiling, past the boy, feeling the pleasure growing and sharpening inside of her, forming into a single, wonderful point. She gasped, her voice a series of throaty moans as she felt her insides getting stirred up.  
  
Her hands squeezed down on the boy’s shoulders, as she felt herself shiver underneath him, as his cock made her feel so _good_. Homura whined, making sounds she would normally _never_ make, as the pleasure short-circuited her brain. Homura’s eyes widened as she felt herself reach her orgasm. And it was everything she wanted.  
  
Homura twitched around on the bed, her naked body writing underneath the boy. Her breath was catching in her throat, and her wet pussy was squeezing down _tight_ around the boy, tighter than she could normally ever manage. She stared up at him, barely able to think for those few seconds as the pleasure screamed through her body.  
  
“Cumming,” Homura moaned, her words barely managing to get out from her mouth. “I’m cumming.”  
  
Homura was barely even aware she was speaking, as she felt herself get carried away on a wonderful pink sea. All she was really aware was what she was feeling inside of her body. And that included the shaft moving in and out of her pussy.  
  
The orgasm didn’t last for nearly as long as Homura wished it could have. It couldn’t have really been more than ten seconds from it starting to rise inside of her to feeling the pleasure ebb out of her. But it was still ten _wonderful_ seconds. A wide, wide smile appeared on Homura’s face, one far larger than she normally let herself show.  
  
She stared up at the boy, who was still thrusting in and out of her, though at a _much_ slower pace than he had. He smiled down at her, running a tender hand down her cheek before moving it to stroke her hair. Homura closed her eyes and shivered, feeling her control return.  
  
“You look so cute when you’re cumming, Homura,” the boy said, leaning down to plant a quick kiss on Homura’s lips.  
  
Homura hadn’t recovered enough, and the kiss didn’t last long enough, to do anything about that, like return the kiss. Instead, she just stayed flat on her back, and let the boy keep on fucking her. After all, she had gotten a good orgasm out of this. There was no reason he couldn’t get to cum as well.  
  
Homura glanced to the side, checking in on Sayaka. The blue-haired girl was still there, her hands still clapped over her mouth as Kyosuke did whatever it was he was doing to her. Fucking her, probably, though it was possible that he was eating her out. Whatever he was doing, it was working, and Homura was glad to see it.  
  
And, she supposed, now that the _work_ was done, she and the boy could just enjoy themselves. And Homura knew how the boy would want to enjoy himself. He’d want to cum inside of her. And if he was feeling particularly perverted, he wouldn’t let Homura clean herself up, and make her dress and send her back with her pussy still full of his semen.  
  
Homura wasn’t sure how much longer the boy was going to last. She and Mami had given him a _lot_ of endurance training, she realized. It could take a while before he came. And she was going to have to be there for all of it.  
  
Homura wasn’t sure if she would be able to have a second orgasm before the boy came. It sure would be nice if she could. But even if she didn’t, things had still gone so well, Homura could feel a lovely warm glow just from knowing that Madoka wasn’t in danger of Sayaka trying to set her up with a boy.  
  
Homura smiled and let herself relax as much as she could. And that was fairly hard, since the way the boy was thrusting into her and touching her body made Homura want to tense up and wrap herself around the source of the pleasure she was feeling. But she managed it, and let herself enjoy the pleasure that was slowly rising up inside of her.  
  
“You’re making me feel so good,” Homura moaned, raising her voice to make sure that the boy didn’t hear anything coming from the other side of the curtain. “You’re reaching so _deep_ inside of me,” she shivered, shaking her body to show her pleasure with a bit more ecstasy than she was actually feeling. “Don’t stop.”  
  
“Yeah,” the boy gasped, quickly smiling, “ _that’s_ not going to be a problem.” He shivered, and drew his hand across his forehead. “Someone would have to pull me off of you to get me to stop right now.” He smiled. “You’re just so _wet_ , Homura.” He paused. “And tight, you’re really, really tight.”  
  
“It’s not as if anyone else is inside of me besides you,” Homura pointed out. Not that she would mind if Madoka was inside of her. Tongue, fingers, dildo, penis (Madoka as a boy or girl, it didn’t matter), Madoka would self-evidently be perfect inside of her. “If you don’t stretch me out, who will?”  
  
“I, uh, I wouldn’t mind…” the boy trailed off before speaking again, “I’d like to see you stretch yourself out?” There was a _big_ , red blush on his cheeks as he said that. “Like, by yourself, I mean?”  
  
“I know what you mean,” Homura said, taking a moment to think about what it would be like to masturbate in front of… anyone, really, but especially the boy.  
  
She wasn’t sure how she felt about that. Aroused, obviously, but was she feeling turned on because of the idea of touching herself for an audience, or because the boy was _still_ thrusting in and out of her pussy? She’d have to run some tests later.  
  
The boy didn’t say anything more after that. Homura made sure to start gasping, because she could hear a girl that _wasn’t_ her gasping as well. At least Sayaka was enjoying whatever was happening to her. And Homura was starting to feel pretty good herself, feeling the shaft moving in and out of her wet folds, reaching deep inside of her before withdrawing, only to do it all over again.  
  
“Homura,” the boy moaned, his pace picking up, moving in and out of Homura’s pussy faster and faster. “I’m,” he shivered, as his dick twitched inside of the black-haired girl, “I’m going to cum soon.”  
  
Homura nodded, and angled her hips a bit so that the boy could slide a bit deeper inside of her, and make the sensations a bit stronger. That sent a shiver through both of them. The boy’s fingers dug into Homura’s soft, pale skin, and sweat dripped from him onto Homura.   
  
Homura, to her surprise, was actually pretty close to a second orgasm. She hadn’t though that she would manage it. But here she was, almost at the edge of an orgasm, about to cum in time with the boy, the perverted lecher who kept on trying to look at or even _talk_ to Madoka.  
  
“Homura,” the boy gasped, his voice rising to an almost feminine pitch. “I’m going to, going to cum!”  
  
“I am too,” Homura admitted, feeling a shiver running through her as she felt the pleasure rising higher and higher inside of her. It seemed like with every single thrust, the pleasure got a bit sharper, rose another notch. “Let’s cum together!”  
  
“You always know what to say,” the boy moaned, leaning forward until he was almost pressed down on top of Homura. “Let’s!”  
  
Homura gasped as she felt the boy start to shoot his cum inside of her. A tingle ran through her body, from head to toe as she felt her pussy start to get plastered with semen. She twitched and twisted, lifting her body off of the bed and even managing to take the boy up with her.  
  
The sensation of having her pussy filled up with cum was enough to make Homura cum as well. The two of them moaned out their orgasms, feeling their bodies pressing against each other as they shivered in mutual pleasure. Arousal and semen ran out of Homura’s pussy, her body just not able to handle everything that was happening inside of her. Her stiff nipples _ached_ to be touched, but Homura wasn’t able to coordinate herself well enough to touch them.  
  
Homura’s pussy felt so _good_ , filled with a hot, thick cock, and hot, sticky cum. She shivered, mouth opening and closing as she tried to keep herself under control. But the pleasure was too much, too much for her to do anything but lay there and feel it washing over her. Finally, she sighed, a simple sound of pure satisfaction, feeling the orgasmic sensations washing through her.  
  
The boy fell forward, trapping Homura underneath him. Not that Homura was in _any_ shape to push him off of her or go do anything else. At the moment, even thinking seemed too much effort for Homura. She just needed, she needed… Homura blinked, feeling a wave of fatigue washing over her. A wave that the boy was feeling as well, as he tried to keep his eyes open.  
  
“That was amazing, Homura,” the boy whispered, running his fingers through Homura’s silk-smooth hair. “Thank you.” He kissed her on the lips. “Thank you so much.”  
  
Homura felt her vision go woozy, blackness pressing down at the edges of her vision. She couldn’t fight it. Or, at least, she didn’t try to stay awake. Two orgasms, so soon after each other, that meant that Homura was _done_ for the next while. She closed her eyes and breathed in and out, feeling the boy pressed against her. The firm muscle she could feel wasn’t as good as the softness of a girl (Madoka), but it was still alright. And even the semen dribbling out of her wasn’t all bad.  
  
Homura hoped that Sayaka and Kyosuke cleared out of here before the boy woke up. And with that thought, she went to sleep, unable to keep herself awake for another minute.

*******

“Homura?” Something was shaking her shoulder. Homura grunted and tried to swat it away. “Homura, you need to get up.”  
  
Homura blinked and blearily opened her eyes, wincing at the bright light that stabbed down into her skull. The overhead lights were eclipsed by what she recognized was the boy’s head. He was staring down at her, and was shaking her. And he was dressed, while the breeze running over Homura’s breasts told her that she was still naked.  
  
“What?” Homura grunted, rubbing her eyes.  
  
“It’s time to wake up,” the boy said. “Lunch isn’t going to last forever.” Homura groaned again. She wasn’t sure how long she had slept, but it obviously hadn’t been for long enough. “We need to head back.”  
  
Homura groggily pushed herself up into a sitting position. She glanced down at her crotch. At least her tights hadn’t been touched by any of the semen and arousal. She just had to clean herself out and then get dressed. And hope that it had all been worth it.  
  
“Is there anyone around?” Homura asked, reaching over and grabbing a handful of tissues.  
  
“No,” the boy said, shaking his head as he glanced out at the main infirmary as Homura started to clean herself up. “We’re all alone.” He glanced at Homura. “For now.”  
  
“Yes, yes, I get it,” Homura said, tossing the tissues away and looking around for her clothes. “I hope that you’re feeling good?”  
  
The boy glanced down at his unblemished hand. He rubbed it, winced, and then looked at Homura.  
  
“Yeah, I’m feeling great,” he said, nodding. “No idea how that happened, but you did a great job of fixing it.” He leaned over and planted a kiss on Homura’s cheek. “Thank you.”  
  
Homura scowled and waved him off. What was important was that everything was taken care of. Sayaka was surely too involved with getting fucked by her boyfriend to need to bother Madoka. And that meant that everything had ended up just perfectly.  
  
Homura smiled to herself as she got dressed. It was wonderful when a plan went as it should.

*******

It was a day later, and Homura was seated at her desk. She glanced up as Sayaka walked over to her. It was fairly obvious that Sayaka was still riding the high of getting fucked for her very first time. There was almost literally a sparkle surrounding her as she leaned over Homura’s desk and gave her a big smile.  
  
“Hey, Homura,” Sayaka said. “Listen, about what you said yesterday,” Sayaka blushed and looked away for a second or two before staring back at the black-haired girl, “listen, it really made me think.” She sighed happily, a far away look entering her eyes before she looked back down at Homura. “I know I wasn’t supposed to be listening in, but,” the blush returned and Sayaka coughed into her fist, “it was just so _obvious_ , once I started listening, what I had to do.”  
  
Homura kept on staring up at Sayaka through the entire rambling speech, her hands flat on her desk, her expression not changing a bit. Sayaka didn’t seem to notice, and instead gave Homura another smile.  
  
“So I just wanted to say thank you,” Sayaka continued, reaching down and grabbing Homura’s hand, giving it a firm shake. “Thanks for pushing me to ask Kyosuke to date me.” She lifted her head and gave a fond, loving, lustful smile behind Homura. “He said yes and now,” Sayaka sighed happily, hearts almost literally dancing in her eyes, “I can’t imagine anyone being happier than me right now.” She gave Homura’s hand another shake, her strong grip squeezing down on Homura’s slender fingers. “We haven’t always gotten along, but let’s turn over a new leaf for this, okay?”  
  
It was easier to just nod and accept than do anything else. Homura did exactly that, while on the inside, she was mentally screaming a message at Sayaka at the top of her lungs. _You’ve got what you wanted, now you can leave Madoka alone and go kiss and fuck Kyosuke_ , Homura thought, so loudly she almost activated her telepathy. _Now stop trying to set Madoka up with boys!_  
  
“Alright,” Homura said, nodding her head.  
  
“Great!” Sayaka said with a wide smile on her face. “Talk to you later, Homura!”  
  
Homura turned in her seat slightly to watch Sayaka trot back to Kyosuke. The blue-haired girl sat down right next to him and immediately started talking to him. And putting a hand on his thigh. Quite high up his thigh.  
  
Homura thought that maybe she would need to tail Sayaka and make sure that she and Kyosuke were properly in love. Or lust, at least. And watch, of course, making sure the blue-haired girl was distracted enough by sex that she wouldn’t pester Madoka. And see how long Kyosuke and Sayaka could last when they were having sex.  
  
It was something Homura just _had_ to do, obviously.


End file.
